CASE STUDY:
How Lindsay conquers EuropeRene de Vos & Gijs Vernoij
About Lindsay: overview
Lindsay Corporation will be the leader, worldwide, in providing differentiated water management and road infrastructure products and services that improve productivity and result in earning superior returns to our shareholders.
Exists for almost 60 years;
Is a public company and listed on the NYSE;
Almost 500M USD sales and 36M USD profit.
Lindsay outside the USA untill 2011
USAHolding
Dutch Intermediate
Holding
FranceOpco
AUSOpco
ItalyOpco
BrazilOpco
S-AOpco
ChinaOpco
Degree on: Dutch Substance requirements
≥ 50% of the statutory directors live or are actually domiciled in the NL; The Dutch directors are competent in the their specific tasks; The (important) management decisions must be made in the NL; The principal bank account of the Dutch company is held in the NL; The Dutch company has correctly met all its tax obligations; The registered office of the Dutch company is actually considered in the
Netherlands. The legal company is therefore not (also) seen as a tax resident in another country (no dual residency);
The equity capital of the Dutch company is at least adequate for the functions carried out by the company.
Lindsay in 2011
• Large growth opportunities in EMEA-region;• Set up of an Opco in the NL;• Set up of a complete sales organization in the NL for a
successful exploration of the EMEA-region;• Incidentally EMEA-region clients are served by the US-
Opco.
Lindsay in 2011
• Plants for irrigation equipment are only in the US;
• Sales is a keyfunction;
• Sales in the EMEA-region will be directed by the Dutch Opco.
In fact this is a decentralized process.
Barriers in the decentralized process
• Lindsay is a listed company in the USA;
• Passive approach US-advisors;
• Lindsay Opco NL has to start from scratch?!
Barriers in the Decentralization process
• Double taxation: preliminary views:
• There is no transfer of clients;
• US: sales margin should be taxed in the US;
• NL: sales margin on new clients in new regions should be
taxed in NL, because sales function is in the NL.
Conclusion in the above process so far
• Europe is not the USA;
• NL operates completely solely, besides some support from
the US in supporting services;
• In the end we will overcome in a Tax discussion;
• It is important to have a “hands on” local, but experienced
International Tax and Assurance Advisor
Questions
The End
Thank you for your time and attention.
For more information, please contact:
Eddy van Oosterhout LLM
E-mail: [email protected]
Kurt van Heerewaarden LLM
E-mail: [email protected]
Gijs Vernoij LLM
E-mail: [email protected]
www.vanoers.comVan Oers International
Ginnekenweg 145
4818 JD Breda
P.O. Box 2038
4800 CA Breda
Tel: + 31 76 530 38 00
Fax: +31 76 530 38 01
E-mail: [email protected]